AMENDMENT NO. 1 to CREDIT AGREEMENTCredit Agreement • May 17th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • New York
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 19th, 1996 • Fairfield Communities Inc • Operative builders • Arkansas
INSTRUMENT OF ACCESSION Dated as of April 30, 1999 Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of January 15, 1998 (as heretofore and from time to time amended and in effect, the "Credit Agreement"), by and...Revolving Credit Agreement • May 17th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
AMONGMerger Agreement • March 17th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
A) with respect to Base Contracts (and related Transferred Assets) sold to (i) FCI by an Originator (other than FCI) from time to time or (ii) FAC by FCI from time to time pursuant to Section 2(a) hereof, the Sale and Assignment of Contracts and...Operating Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Nevada
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is entered into as of October 31, 1997 (this "Amendment"), among FAIRFIELD COMMUNITIES, INC., a Delaware corporation ("Fairfield"), FA, Inc., an...Agreement and Plan of Merger • March 17th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Arkansas
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 17th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
RECITALSEscrow Agreement • March 17th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
RESTRICTED STOCK AGREEMENT -------------------------- This Restricted Stock Agreement (the "Agreement") is entered into as of the 19th day of June, 2000 (the "Date of Grant"), by and between Fairfield Communities, Inc., a Delaware corporation (the...Restricted Stock Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
RECITALS --------Receivables Purchase Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Nevada
Colorado Contract Forms" means the "Purchase ------------------------ and Sale Agreement," the "Purchase Money Promissory Note" and the "Mortgage" relating to the Development in Fairfield Pagosa, Colorado (the "Colorado Contract Forms"), copies of...Letter Agreement • November 10th, 1997 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • New York
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), executed on October 23, 1998, is by and between Fairfield Communities, Inc., a Delaware corporation (the "Company"), and Franz Hanning ("Executive"). WITNESSETH:...Employment Agreement • November 13th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
EXHIBIT 2.3 FAIRFIELD COMMUNITIES, INC. 8669 Commodity Circle, Suite 200 Orlando, Florida 32819 November 1, 2000 The First National Bank of Boston P.O. Box 1865 Boston, Massachusetts 02105 Attention: Vice President, Shareholder Services Division Re:...Rights Agreement • November 15th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Delaware
AMENDMENT NUMBER ONEEmployment Agreement • August 11th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
CONSOLIDATED, AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ------------------------------------------------------------- DATED as of July 25, 2000Revolving Credit Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
SECTION 1.2 Closing. Subject to the satisfaction or waiver of all the ------- conditions to closing contained in Article VI hereof, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on April 2, 2001 (the "Closing Date");...Agreement and Plan of Merger • February 14th, 2001 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Delaware
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), executed effective as of March 27, 2000, is by and between Fairfield Communities, Inc., a Delaware corporation (the "Company"), and Matthew J. Durfee ("Executive")....Employment Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
amongTerm Loan Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 28, 1995Credit Agreement • October 24th, 1996 • Fairfield Communities Inc • Operative builders • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2000Credit Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • New York
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT THIS AGREEMENT (hereinafter referred to as "Amendment Two" and/or "this Agreement") to Employment Agreement is dated as of the 24th day of September, 1999, and is by and between Fairfield Communities, Inc.,...Employment Agreement • November 12th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CENDANT CORPORATION, GRAND SLAM ACQUISITION CORP.Merger Agreement • November 15th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Delaware
FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 12th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
EXHIBIT 4.9 WARRANT AGREEMENT VACATION BREAK U.S.A., INC.,Warrant Agreement • March 18th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENTCredit Agreement • April 28th, 1997 • Fairfield Communities Inc • Operative builders • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 17th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Arkansas
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), executed as of June 22, 2000, is by and between Fairfield Communities, Inc., a Delaware corporation (the "Company"), and ("Executive"). ---------------- WITNESSETH:...Employment Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
FAIRFIELD COMMUNITIES, INC. OPTION AGREEMENT ---------------- WHEREAS, James G. Berk (hereinafter called the "Participant") is a key employee of Fairfield Communities, Inc., a Delaware corporation ("FCI"); and WHEREAS, as part of its compensation...Option Agreement • May 12th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), executed on the 31st day of August, 1999, is by and between Fairfield Communities, Inc., a Delaware corporation (the "Company"), and James G. Berk ("Executive"). WITNESSETH: WHEREAS,...Employment Agreement • November 12th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
FAIRFIELD COMMUNITIES, INC. OPTION AGREEMENT ---------------- WHEREAS, (hereinafter called the "Participant") is a key ------------ employee of Fairfield Communities, Inc., a Delaware corporation ("FCI"); and WHEREAS, as part of its compensation...Option Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 13th, 1999 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • New York
FAIRFIELD COMMUNITIES, INC. OPTION AGREEMENT ---------------- WHEREAS, James G. Berk (hereinafter called the "Participant") is a key employee of Fairfield Communities, Inc., a Delaware corporation ("FCI"); and WHEREAS, as part of its compensation...Option Agreement • November 13th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Florida
WITNESSETHWarrant Agreement • March 18th, 1998 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places
RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the "Agreement") is entered into on this 18th day of December, 1996 (the "Date of Grant"), by and between Fairfield Communities, Inc., a Delaware corporation (the "Company"), and John W....Restricted Stock Agreement • March 14th, 1997 • Fairfield Communities Inc • Operative builders • Arkansas
January 23, 2000 Fairfield Communities, Inc. 8669 Commodity Circle, Suite 200 Orlando, Florida 32819 Ladies and Gentlemen: This letter sets forth our understanding with respect to a contemplated business combination (the "Proposed Transaction")...Merger Agreement • January 24th, 2000 • Fairfield Communities Inc • Hotels, rooming houses, camps & other lodging places • Delaware
